Icmfg & Assocs., Inc. v. Bare Bd. Grp., Inc. (In re Icmfg & Assocs., Inc.)

602 B.R. 780
CourtUnited States Bankruptcy Court, M.D. Florida
DecidedMarch 27, 2018
DocketCase No. 8:16–bk–06552–MGW; Adv. No. 8:17–ap–00299–MGW
StatusPublished
Cited by2 cases

This text of 602 B.R. 780 (Icmfg & Assocs., Inc. v. Bare Bd. Grp., Inc. (In re Icmfg & Assocs., Inc.)) is published on Counsel Stack Legal Research, covering United States Bankruptcy Court, M.D. Florida primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Icmfg & Assocs., Inc. v. Bare Bd. Grp., Inc. (In re Icmfg & Assocs., Inc.), 602 B.R. 780 (Fla. 2018).

Opinion

Michael G. Williamson, Chief United States Bankruptcy Judge

The Bare Board Group, which distributes printed circuit boards, seeks to recover $ 3.1 million in lost profits from two former directors (Tom Coghlan and Bonnie del Grosso), as well as a competing printed circuit board distributor they helped set up. Bare Board contends Coghlan and del Grosso caused the lost profits *782by transferring relationships they had with Bare Board customers to the new entity. Based on the evidence presented at trial, however, the Court is not persuaded that a prudent impartial person would be satisfied that Coghlan and del Grosso caused Bare Board's lost profits. And even if it had proved causation, Bare Board still failed to prove there was a reasonable "yardstick" for adequately determining the amount of lost profits. Because its lost profits claim is speculative and conjectural, Bare Board is not entitled to recover its lost profits.

FINDINGS OF FACT

Bare Board is a typical printed circuit board distributor. Printed circuit boards, or PCBs, are the foundation for nearly all electronic equipment.1 PCB distributors primarily sell to contract manufacturers, who take printed circuit boards and populate them with components before sending them down the supply chain.2 PCBs are commodities: There are literally thousands of PCB distributors.3

PCB distributors typically buy boards from suppliers-often located in Asia-and then resell them to customers at a markup.4 Most PCB distributors rely on outside sales representatives to identify prospective customers.5 Outside sales reps, who ordinarily work on commissions, generally are not subject to noncompete or nonsolicitation agreements.6 In fact, outside sales reps commonly represent-or sell boards-for multiple PCB distributors.7

PCB distributors generally don't have contracts with their customers.8 Instead, sales typically begin with a request for quote.9 Customers typically request quotes from multiple PCB distributors.10 Whether a client chooses to go with a particular quote depends on several factors. Naturally, price is important.11 So too are lead times.12 And some customers like to do business with several PCB distributors to ensure they receive competitive bids.13 Customers also tend to follow their outside sales representative.14

In 2002, Greg Papandrew founded Bare Board. Previously, Papandrew worked at Universal Sales, another PCB distributor, along with Tom Coghlan and Bonnie del Grosso. When Papandrew founded Bare Board, he convinced Coghlan and del Grosso to join him. Papandrew gave Coghlan and del Grosso each a one percent interest in the company, and eventually the two became directors.

*783Coghlan was initially hired to handle inside sales for Bare Board, but he quickly became the company's operations manager. Still, he retained some sales responsibilities. Del Grosso was nominally Bare Board's sales manager, although in reality Papandrew was in charge of sales. Like most PCB distributors, Bare Board also relied on outsides sales representatives to sell its boards, including Jay Helms and Carl Moehring.15

In 2009, Mike Doyle, who had worked in the PCB industry for more than 30 years, decided to create a new PCB distributor: ICMfg & Associates (the "Debtor").16 But Doyle didn't have sufficient credit to fund the Debtor's start-up costs.17 So Doyle approached Coghlan, who was still a Bare Board employee and director at the time.18

Coghlan advised Doyle that it would take around $ 100,000 to fund the new entity. Coghlan agreed to invest $ 30,000 toward the start-up costs.19 Coghlan also persuaded del Grosso, who was still with Bare Board, to invest $ 30,000 in the Debtor.20 A third Bare Board employee, Katharine Hsu, invested $ 30,000, as well.21 In exchange for their investment, Coghlan and del Grosso each received an ownership interest in the Debtor.

In addition to helping fund the Debtor's start-up costs, Coghlan and del Grosso, while still working for Bare Board, helped with the new company's operations: Coghlan and del Grosso opened the company's bank account,22 bought furniture and computers,23 and hired an accountant.24 Del Grosso also served as the Debtor's bookkeeper, handled accounts receivable and payable, and communicated with customers, suppliers, and sales representatives, while Coghlan helped with sales.25

In 2010 and 2011, the Debtor sold a little more than $ 1.5 million in printed circuit boards to eleven customers who had done business with Bare Board. One of those customers was Static Control, which had been one of Coghlan's customers when he was at Bare Board. While still working for Bare Board, Coghlan helped the Debtor *784get business from Static Control. Static Control accounted for almost half the Debtor's sales in 2010 and 2011.

In January 2012, Coghlan and del Grosso resigned from Bare Board and went to work for the Debtor. Since 2012, the Debtor has sold more than $ 24 million in printed circuit boards to forty-two customers who had at some point done business with Bare Board.26 Had Bare Board made those $ 24 million in sales, it would have earned nearly $ 3.1 million in lost profits from those sales.27

Bare Board now seeks to recover those lost profits from Coghlan, del Grosso, Doyle, and the Debtor. Bare Board originally sued Coghlan and del Grosso for breach of fiduciary duty and fraud; the Debtor and Doyle for aiding and abetting Coghlan and del Grosso's breach of fiduciary duty; and all them for civil conspiracy and violation of Florida's Deceptive and Unfair Trade Practices Act. Bare Board's claims all hinged on its allegation that Coghlan and del Grosso, while serving as Bare Board directors, diverted Bare Board customers to the Debtor.

The state court entered a default against Coghlan, del Grosso, Doyle, and the Debtor as a sanction for discovery violations. Because the default established liability for breach of fiduciary duty, fraud, aiding and abetting, civil conspiracy, and FDUTPA violations, the parties went to trial only on damages. At trial, Bare Board sought (among other damages) more than $ 3 million in lost profits from customers who were diverted to the Debtor.

The state court awarded Bare Board $ 3.9 million in lost profits for the diverted customers. The state court also required Coghlan and del Grosso to disgorge more than $ 1.4 million in salaries and bonuses. And it imposed $ 100,000 in punitive damages against each Coghlan and del Grosso. On appeal, the Second District Court of Appeal reversed the lost profit award and remanded the case back to state court.28

In the meantime, the Debtor filed for bankruptcy.

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Bluebook (online)
602 B.R. 780, Counsel Stack Legal Research, https://law.counselstack.com/opinion/icmfg-assocs-inc-v-bare-bd-grp-inc-in-re-icmfg-assocs-inc-flmb-2018.